As filed with the Securities and Exchange Commission on October 12, 2004

---

---

(Amendment No. 4)

TELE SUDESTE CELULAR PARTICIPAÇÕES S.A.

BRASILCEL N.V.
PORTUGAL TELECOM, SGPS, S.A.
PT MÓVEIS, SGPS, S.A.
TELEFÓNICA MÓVILES, S.A.

Preferred shares, without par value
American Depositary Shares (as evidenced by
American Depositary Receipts),
each representing 5,000 preferred shares
Common shares, without par value
(Title of Class of Securities)

879252104 (American Depositary Shares)
(CUSIP Number of Class of Securities)

o Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. x

 

TABLE OF CONTENTS

Items 4 and 8. Terms of the Transaction and Interest in Securities of the Subject Company.
Item 7. Source and Amount of Funds
Item 12. Exhibits.
SIGNATURE
EXHIBIT INDEX
PRESS RELEASE
NOTICE OF MATERIAL FACT
TEXT OF NOTICE OF MATERIAL FACT

---

Table of Contents

INTRODUCTORY STATEMENT

          This amendment relates to the Tender Offer Statement on Schedule TO filed on September 1, 2004, as amended on September 8, 2004, September 21, 2004 and September 24, 2004 (the “Tender Offer Statement”), regarding the tender offer by Brasilcel N.V., a corporation organized under the laws of The Netherlands (“Brasilcel”), a joint venture among Portugal Telecom, SGPS, S.A., PT Móveis, SGPS, S.A. (a wholly owned subsidiary of Portugal Telecom, SGPS, S.A.) and Telefónica Móviles, S.A., to purchase for cash up to 7,332,479,000 common shares and up to 12,699,707,000 preferred shares of Tele Sudeste Celular Participações S.A., or “TSD,” a corporation organized under the laws of the Federative Republic of Brazil, at a price of R$6.35 per 1,000 common shares and R$7.80 per 1,000 preferred shares without interest, net of applicable stock exchange and settlement fees, brokerage fees or commissions and withholding taxes.

          The tender offer expired at 11:00 a.m., New York City time, on October 8, 2004. Common shares and preferred shares of TSD were accepted for purchase pursuant to the tender offer through an auction on the São Paulo Stock Exchange held on October 8, 2004. Settlement of these purchases is expected to occur on October 14, 2004. The terms and conditions of the tender offer are set forth in the Tender Offer Statement, including the offer to purchase filed as an exhibit thereto.

          This amendment is being filed to report the results of the tender offer and to make certain other changes to Items 4, 7 and 12 of the Tender Offer Statement.

Items 4 and 8. Terms of the Transaction and Interest in Securities of the Subject Company.

          Items 4 and 8 of the Tender Offer Statement are hereby amended and supplemented by adding the following language:

“The tender offer expired at 11:00 a.m., New York City time, on October 8, 2004. 6,191,329,955 common shares and 20,208,787,676 preferred shares of TSD were validly tendered and not withdrawn in the tender offer. Because more preferred shares were validly tendered than the maximum number of preferred shares subject to the tender offer, Brasilcel will purchase, due to the application of the proration factor, a number of preferred shares equal to 0.6284 preferred shares for each preferred share validly tendered. Brasilcel therefore accepted for purchase 6,191,329,955 common shares and 12,699,707,000 preferred shares of TSD. Brasilcel will thereby increase its direct and indirect ownership of TSD’s common shares to 173,785,258,887 common shares, or 91.7% of TSD’s common shares, and its direct and indirect ownership of TSD’s preferred shares to 234,320,352,451 preferred shares, or 90.3% of TSD’s preferred shares. Settlement of these purchases is expected to occur on October 14, 2004.”

“On October 9, 2004, Brasilcel published a notice of material fact (fato relevante) announcing the final results of the tender offer, and on October 11, 2004, Brasilcel issued a related press release. Copy of these documents are filed as Exhibits (a)(5)(G) and (a)(5)(H) to the Tender Offer Statement. On October 9, 2004, Portugal Telecom, SGPS, S.A. issued a notice of material fact (fato relevante) and Telefónica Móviles S.A. issued a press release announcing the final results of the tender offer. A copy of the text of these documents is filed as Exhibit (a)(5)(I) to the Tender Offer Statement.”

          Item 4 of the Tender Offer Statement is hereby further amended by inserting the following sentences at the end of the second to last paragraph of Section 3 – “Acceptance for Payment and Payment for Shares” of the offer to purchase:

“Brasilcel intends to purchase shares in the tender offer through its subsidiary Avista Participações Ltda., a Brazilian limited liability company. This purchase through Avista Participações Ltda. will not relieve Brasilcel of its obligations under this offer to purchase or prejudice the rights of

 

 3

tendering holders to receive payment for shares validly tendered and accepted for payment pursuant to the offer to purchase.”

Item 7. Source and Amount of Funds

          Section 7 – “Source and Amount of Funds” of the offer to purchase is hereby amended by replacing the third sentence thereof with the following sentences:

“Brasilcel intends to pay this amount from funds obtained from a capital increase by its controlling shareholders Telefónica Móviles and Portugal Telecom in an amount in U.S. dollars equivalent to approximately R$615.6 million. Brasilcel intends to purchase the shares in these tender offers through its subsidiary Avista Participações Ltda. and expects to contribute the necessary funds to Avista Participações Ltda. through a capital increase. Avista Participações Ltda. will convert the funds into reais to enable the purchase of shares in the tender offer.”

Item 12. Exhibits.

          Item 12 is hereby amended by adding the following exhibits thereto:

"(a)(5)(G) Press release dated October 8, 2004.”

"(a)(5)(H) Notice of material fact (fato relevante) dated October 8, 2004.”

"(a)(5)(I) Text of notice of material fact (fato relevante) of Portugal Telecom and press release of Telefónica Móviles dated October 9, 2004.”

"(a)(5)(J) Text of notice of material fact (fato relevante) of Portugal Telecom and press release of Telefónica Móviles dated August 25, 2004, incorporated herein by reference to the precommencement communication filed by the filing persons under cover of Schedule TO on August 25, 2004 (Exhibit 1.3) (SEC File No. 005-59155).”

 

SIGNATURE

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	BRASILCEL N.V.
	By:	/s/ Francisco José Azevedo Padinha
		Name:	Francisco José Azevedo Padinha
		Title:	Chief Executive Officer
	By:	/s/ Javier Rodríguez Garcia
		Name:	Javier Rodríguez Garcia
		Title:	Vice President for Technology and Markets

Dated: October 12, 2004

 

	PORTUGAL TELECOM, SGPS, S.A.
	By:	/s/ Miguel Horta e Costa
		Name:	Miguel Horta e Costa
		Title:	President and Chief Executive Officer
	By:	/s/ Zeinal Bava
		Name:	Zeinal Bava
		Title:	Chief Financial Officer

Dated: October 12, 2004

 

	PT MÓVEIS, SGPS, S.A.
	By:	/s/ Carlos Vasconcellos Cruz
		Name:	Carlos Vasconcellos Cruz
		Title:	Chief Executive Officer
	By:	/s/ Diogo Horta e Costa
		Name:	Diogo Horta e Costa
		Title:	Director

Dated: October 12, 2004

 

	TELEFÓNICA MÓVILES, S.A.
	By:	/s/ Antonio Hornedo Muguiro
		Name:	Antonio Hornedo Muguiro
		Title:	General Counsel
	By:	/s/ Ernesto Lopez Mozo
		Name:	Ernesto Lopez Mozo
		Title:	Chief Financial Officer

Dated: October 12, 2004

 

EXHIBIT INDEX

---

*		Previously filed.
**		Filed herewith.